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Contract #68-2005 <br />Arcadia Health Services, Inc. <br />Form on an occurrence basis in the minimum <br />amount of $1,000,000.00 Combined Single <br />Limit. (Defense cost shall be in excess of the <br />limit of liability.) <br />(c) Automobile -Automobile Liability Insurance, <br />to include liability coverage, covering all <br />owned, hired and non-owned vehicles used in <br />performance of the contract. The minimum <br />combined single limit shall be $500,000.00 <br />bodily injury and property damage; <br />$500,000.00 uninsured/under insured <br />motorist; and $25,000.00 medical payment. <br />Providing and maintaining adequate insurance <br />coverage is a material obligation of the Contractor <br />and is of the essence of this contract. The Contractor <br />may meet its requirements of maintaining specified <br />coverage and limits by demonstrating to the County <br />that .there is in force insurance with equivalent <br />coverage and limits that will offer at least the same <br />protection to the County. All such insurance shall <br />meet all laws of the State of North Carolina. Such <br />insurance coverage shall be obtained from companies <br />that are authorized to provide such coverage and that <br />are authorized by the Commissioner of Insurance to <br />do business in North Carolina. The Contractor shall <br />at all times comply with the terms of such insurance <br />policies, and all requirements of the insurer under any <br />such insurance policies, except as they may conflict <br />with existing North Carolina laws or this contract. <br />The limits of coverage under each insurance policy <br />maintained by the Contractor shall not be interpreted <br />as limiting the contractor's liability and obligations <br />under the contract. <br />Default and Termination <br />Termination Without Cause: The County may <br />terminate this contract without cause by giving 30 <br />days written notice to the Contractor. In that event, <br />all finished or unfmished deliverable items prepared <br />by the Contractor under this contract shall, at the <br />option of the County, become its property and the <br />Contractor shall be entitled to receive just and <br />equitable compensation for any satisfactory work <br />completed on such materials, minus any payment or <br />compensation previously made. <br />Termination for Cause: If, through any cause, the <br />Contractor shall fail to fulfill its obligations under this <br />contract in a timely and proper manner, the County <br />shall have the right to terminate this contract by <br />giving written notice to the Contractor and specifying <br />the effective date thereof. In that event, all finished or <br />unfmished deliverable items prepared by the <br />Contractor under this contract shall, at the option of <br />the County, become its property and the Contractor <br />shall be entitled to receive just and equitable <br />compensation for any satisfactory work completed on <br />such materials, minus any payment or compensation <br />previously made. Notwithstanding the foregoing <br />provision, the Contractor shall not be relieved of <br />liability to the County for damages sustained by the <br />County by virtue of the Contractor's breach of this <br />agreement, and the County may withhold any <br />payment due the Contractor for the purpose of setoff <br />until such time as the exact amount of damages due <br />the County from such breach can be determined. In <br />case of default by the Contractor, without limiting any <br />other remedies for breach available to it, the County <br />may procure the contract services from other sources <br />and hold the Contractor responsible for any excess <br />cost occasioned thereby. The filing of a petition for <br />bankruptcy by the Contractor shall be an act of default <br />under this contract. <br />Waiver of Default: Waiver by the County of any <br />default or breach incompliance with the terms of this <br />contract by the Provider shall not be.deemed a waiver <br />of any subsequent default or breach and shall not be <br />construed to be modification of the terms of this <br />contract unless stated to be such in writing, signed by <br />an authorized representative of the County and the <br />Contractor and attached to the contract. <br />Availability of Funds: The parties to this contract <br />agree and understand that the payment of the sums <br />specified in this contract is dependent and contingent <br />upon and subject to the appropriation, allocation, and <br />availability of funds for this purpose to the County. <br />Force Majeure: Neither parry shall be deemed to be <br />in default of its obligations hereunder if and so long <br />as it is prevented from performing such obligations by <br />any act of war, .hostile foreign action, nuclear <br />explosion, riot, strikes, civil insurrection, earthquake, <br />hurricane, tornado, or other catastrophic natural event <br />or act of God. <br />General Terms and Conditions - (06/04) Page 2 of 5 <br />